MACDONALD LAURA ANN 4

What Happened

• Laura Ann MacDonald, Vice President and Principal Accounting Officer of Cognex Corporation (CGNX), received equity awards on Feb 17, 2026 and completed an exercise/conversion of derivative instruments on Feb 18, 2026.
• The filing reports two award grants on Feb 17, 2026: 7,231 and 11,211 derivative units (total 18,442) reported as acquisitions at $0 (equity compensation). On Feb 18, 2026 she exercised/converted 2,422 derivative units. To satisfy tax withholding on vested restricted stock units, 711 shares were withheld/disposed at $56.72 each, totaling $40,328.
• These transactions are compensation-related grants and exercises (not an open-market sale). The filing shows a tax-withholding disposition rather than a cash sale of shares.

Key Details

• Transaction dates: Grants 2026-02-17; exercise/conversion and withholding 2026-02-18. Filing date: 2026-02-19 (timely).
• Prices and values: Withheld 711 shares at $56.72/share = $40,328. Grants and exercises reported at $0 per share in the Form 4 (typical for equity awards/derivatives reporting).
• Shares owned after transaction: Not specified in the provided filing data.
• Relevant footnotes:
  • F1: 711-share disposition represents shares withheld to satisfy tax withholding on RSUs that vested Feb 18, 2026.
  • F2: Some reported shares are held by the reporting person’s child; the reporting person disclaims beneficial ownership except to the extent of pecuniary interest.
  • F3: One award (options) vests in five approximately equal annual installments starting Feb 17, 2026.
  • F4: Each restricted stock unit (RSU) equals a contingent right to one share.
  • F5–F6: RSU vesting schedules: approximately 20%/30%/50% over three anniversaries of the grant dates (Feb 18, 2025 and Feb 17, 2026 as applicable).
• Transaction codes: A = award/grant; M = exercise/conversion of derivative; F = payment of exercise price or tax withholding.

Context

• The awards are compensation (options and/or RSUs). RSUs represent a contingent right to receive shares when they vest; withholding of shares is a routine tax withholding event and not an open-market sale.
• For retail investors: compensation grants and exercises are common for executives. They are informative about compensation but do not by themselves indicate a buy/sell signal.